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PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN GOVERNMENT OF THE VIRGIN ISLANDS, DEPARTMENT OF PROPERTY & PROCUREMENT ON BEHALF OF DEPARTMENT OF HEALTH AND UNIVERSITY OF THE VIRGIN ISLANDS THIS AGREEMENT is made this 204 gay of (ute he-{ 2017 in the Territory of the Virgin islands, by and between the Government of the Virgin Islands, Department of Property & Procurement on behalf of the Department of Health (hereinafter referred to as “Government’) and the University of the Virgin Islands (hereinafter referred to as “Contractor’). WITNESSETH: WHEREAS, the Government is in need of the services of a research team to conduct the Youth Behavior Risk Surveillance System (YRBSS) survey to youth across the territory, as well as a Community Readiness Assessment (CRA) study in support of the Department of Health's Division of Mental Health, Alcoholism, and Drug Dependency Services’ (DMHADDS) Strategic Prevention Framework (SPF) Partnerships for Success (PFS) project's efforts to develop a sustainable, data-driven framework to address two selected priority areas: 1) underage drinking among youth aged 12 to 21; and 2) prescription drug misuse and abuse among youth aged 12 to 25. The duties and responsibilities are more particularly described in Addendum | (Scope of Services) attached hereto; and WHEREAS, the Contractor represents that it is willing and capable of providing such services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES. Contractor will provide the services described in Addendum | (Scope of Work) attached hereto and made a part of this Contract. 2. TERM. This Contract shall commence upon the execution of this Contract by the Governor of the Virgin Islands and shall terminate ONE (1) YEAR THEREAFTER. 3. COMPENSATION. The Government, in consideration of the satisfactory performance of the services described in Addendum | (Scope of Work), agrees to pay Contractor an amount not to exceed TWO HUNDRED THIRTY-SEVEN THOUSAND, SEVEN HUNDRED AND TEN DOLLARS ($237,710) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of the Contract. 4. TRAVEL EXPENSES. Inclusive to the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said LA DOHC 4d Contract for Professional Services between GVI/ DOF and the University of the Virgin Islands 10. 11. 12. 13: costs and expenses shall not exceed NAA. RECORDS. The Contractor, when applicable, will present documented, precise records of time and/or money expended under this Contract. PROFESSIONAL STANDARDS. The Contractor agrees to maintain the professional Standards applicable to its profession and to consultants doin business ji i States Virgin Islands. 9 =— ae DOCUMENTS, PRINTOUTS, Etc. All documents, books, records, instructional materials, programs, printouts, and memoranda of every description derived therefrom and pertaining to this Contract shall become the property of the Government and shall be turned over to it at the termination of this Contract. The above described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. LIABILITY OF OTHERS. Nothing in this Contract shall be consirued to impose any liability upon the Government to persons, firms, associations, or corporations engaged by Contractor as servants, agents, or independent contractors, or in any other capacity whatsoever, or make Government liable to any such persons, firms, associations or corporations for the acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurance and social security taxes for Contractor, its servants, agents or independent contractors. ASSIGNMENT. The Contractor shall not subcontract or assign any part of the services under this Contract without the prior written consent of the Government. - INDEMNIFICATION. Contractor agrees to indemnify, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, cost, charges and expense (including attorney’s fees) and causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising out of or in any way connected to the services to be performed by Contractor under this Contract and arising from any cause, except the sole negligence of Government. INDEPENDENT CONTRACTOR. Except as otherwise expressly set forth herein, no agency, partnership, joint venture, or employment relationship shall be created or inferred by the existence or performance of this Contract, and neither Party shall have any authority to bind the other in any respect whatsoever. The Contractor shall perform this Coniract as an independent Contractor and nothing herein contained shall be construed to be inconsistent with this relationship or status. GOVERNING LAW. This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. WAIVERS AND AMENDMENTS. No waiver, modification or amendment of any term, conditions or provision of this contract shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with particularity the nature and extent of such waiver, modification or amendment. Any such waiver, modification or amendment in any instance or instances shall in no event be construed to be a general waiver, modification or amendment of any of the terms, conditions or provisions of this Contract but the same shall be strictly Page 2 of 12 ny Ve 8 _,P002DOHC18 tea" {l-1¢ - 2017 4 \] D>P (GV) Initials /Date UVF Contractor) Initials/Date Contract for Professional Services between GVI/ DOF and the University of the Virgin Islands 14. 15. 16. 17. 18. 19. 20. limited and restricted to the extent and o ws ccasion specified in such si iti writings. p signed writing or ENTIRE AGREEMENT. This Contract constitutes the entire agreement between the parties nereto and all prior understanding or communications, written or oral, with respect to the Project which is the subject matter of this Contract, are merged herein. RIGHT TO WITHHOLD. If work under this Contract is not performed in accordance with the terms hereof, Government will have the right to withhold out of any payment due to Contractor such sums as Government may deem ample to protect it against loss or to assure payment of claims arising therefrom, and at its option, Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall be made by Government if and while Contractor gives Satisfactory assurance to Government that such claims will be paid by Contractor or its insurance carrier, if applicable, in the event that such contest is not successful. CONDITION PRECEDENT. This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. TERMINATION. Either party will have the right to terminate this Contract with or without cause on thirty (30) days written notice to the other party specifying the date of termination. PARTIAL TERMINATION. The performance of work under this Contract may be terminated by the Government in part, whenever the Government shall deem such termination advisable. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which such termination becomes effective. The Contractor shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the thirty (30) day notice. NON-DISCRIMINATION. No person shall be excluded from participating in, be denied the proceeds of or be subject to discrimination in the performance of this Contract on account of race, creed, color, sex, religion, disability or national origin. CONFLICT OF INTEREST. (a) Contractor covenant that it has no interest and will not acquire any interest direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. (b) Contractor further covenants that it is: (1) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor, member of the Legislature or any other elected territorial official; or an officer or employee of the legislative, executive or judicial branch of the Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or (2) a territorial officer or employee and, as such, has: POO2DOHC18 __ PQ 1-207 DPP (GV) Initials ‘Date Contract for Professional Services between GVT/ DOH and the University of the Virgin Islands (i) familiarized itself with the provisions of Title 3, Chapter 37, of the Virgin Islands Code, pertaining to conflicts of interest, including - the penalties provision set forth in section 1108 thereof: (ii) not made, negotiated or influenced this contract, in its official Capacity; (iii) no financial interest in the contract as that term is defined in section 1101 (1) of said Code chapter. 21. EFFECTIVE DATE. The effective date of this contract shall be the day of execution of the contract by the Governor. 22. NOTICE. Any notice required to be given by the Terms of this Contract shall be deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT: Lloyd T. Bough, Jr. Commissioner Department of Property and Procurement Sub Base, Building #1, Third Floor St. Thomas, Virgin Islands 00802 340-774-0828 Michelle S. Davis, PhD Commissioner Virgin Islands Department of Health 3500 Estate Richmond, Charles Harwood Complex Christiansted, VI 00820 340-773-1311 Ext. 3000; and 340-774-0117 CONTRACTOR: David Hall, SUD President University of the Virgin Islands (UVI) No. 2 John Brewers Bay St. Thomas USVI 00802 340-693-1000 23. LICENSURE. Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise, as required by Title 27 of the Virgin Islands Code; and (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 24. FALSE CLAIMS. Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer, department, board, commission, or other agency thereof, knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Virgin Islands law. 25. NOTICE OF FEDERAL FUNDING. Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor warrants that it shall not, with respect to Page 4 of 12 . ,P002DOHC18 SAK if-nf-2017 DPP (GVi} initials /Date UV! (Contractor) Initials/Date Contract for Professional Services between GVI/ DOR and the University of the Vircin Islands 26. af. this Contract, make, or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. DEBARMENT CERTIFICATION. By execution of this Contract, and the Debarment Certification set forth in Addendum Ill, and incorporated herein by this reference, the Contractor certifies that it is eligible to receive contract awards using federally appropriated funds and that it has not been suspended or debarred from entering into contracts with any federal agency. The Contractor shall include this provision in each of its subcontracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT’. In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any work performed under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. OTHER PROVISIONS. Addenda |, Il, Ill and IV are a part of this Contract and are incorporated herein by reference. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: 7) GOVERNME . THE VIRGIN ISLANDS VAR — Mahl Ht-W-07 Michelle S. Davis, PhD Date Commissioner & Chief Public Health Officer Department of Health — Bate ‘ #4 \\oyd T. Bough, Jr. Commissioner Department of Property and Procurement CONTRACTOR: David Hall, SJD President University of the Virgin Islands (FEIN: 66-0432514) % \ A. ‘ ie Fa : Nf é INWOO PL cf e / David Hall, SJD Date - President, University of the Virgin Islands hf rn APPROVED: / KENNETH E. MAPP C ‘ Page 5 of 12 Vo phim, au4 P002DOHC18 \D- SA HeiG- Zor? DPP (GVi) initials /Date UVI (Contracior) initiais/Date Contract for Professional Services between GVI/ DOH and the University of the Vircis Islands GOVERNOR OF THE VIRGIN wile APPROVED AS TO LEGAL SUF olen iL DEPARTMENT OF JUSTICE B Be) 4dG date: LU [28/ IF a U MED. NO. ACCOUNT CODE NO. A. CERTIFICATE OF APPROVAL | hereby certify that this is a true and exact copy of Contract No. entered into between The Department of Property and Procurement and Lloyd T. Bough, Jr. Commissioner Department of Property and Procurement Page 6 of 12 v\ n nil ase al Sch . if-jy- 7 As"? _P002DOHC18 a NS \ Ul 1Y¥- Dora DPP (GVI} initials /Date UVI (Contractor) Initilals/Date